Form 8-K - Current report

BRINKS CO0000078890false00000788902024-06-042024-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 4, 2024

			THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

Virginia			001-09148			54-1317776
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100
(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00 per share			BCO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01			Other Events.

On June 4, 2024, The Brink’s Company (the “Company”) issued a press release announcing its intent to commence a private offering (the “Offering”) to eligible purchasers of $400 million aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”). On June 5, 2024, the Company announced the pricing of an upsized Offering, resulting in the offering of an additional $400 million aggregate principal amount of senior unsecured notes due 2032 (together with the 2029 Notes, the “Notes”). Copies of the press releases announcing the proposed Offering and the pricing of the Offering are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01						Financial Statements and Exhibits.
(d)			Exhibits
			99.1			Press Release, dated June 4, 2024, issued by The Brink's Company
			99.2			Press Release, dated June 5, 2024, issued by The Brink's Company
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        

			THE BRINK’S COMPANY (Registrant)
Date: June 5, 2024			By:			/s/ Kurt B. McMaken
						Kurt B. McMaken
						Executive Vice President and Chief Financial Officer

Exhibit 99.1

P R E S S R E L E A S E
Contact: Investor Relations 804.289.9709			BRINK’S CORPORATE The Brink’s Company 1801 Bayberry Court Richmond, VA 23226-8100 USA

Brink's Announces Plans for $400 Million Senior Notes Offering

RICHMOND, Va., June 4, 2024 (GLOBAL NEWSWIRE) – The Brink’s Company (NYSE:BCO) (the “Company”) today announced its intent to offer $400 million aggregate principal amount of 5-year senior unsecured notes, subject to market and other conditions. The notes will be general unsecured obligations guaranteed by the Company’s existing and future U.S. subsidiaries that are guarantors under the Company’s credit facility.

The Company expects to use the net proceeds from the offering of the notes and cash on hand to redeem or repurchase the $400 million aggregate principal amount of its outstanding 5.500% Senior Notes due 2025 (the “2025 Senior Notes”) at or prior to maturity. Before applying the net proceeds to redeem or repurchase the 2025 Senior Notes as described above, the Company expects to use the net proceeds to temporarily repay amounts outstanding under its $1 billion revolving credit facility.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, and shall not constitute an offer, solicitation or sale of any notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

About The Brink’s Company

The Brink’s Company (NYSE:BCO) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 52 countries serves customers in more than 100 countries.

Forward-Looking Statements

This release contains forward-looking information. Words such as "anticipate," "assume," "estimate," "expect," “target,” "project," "predict," "intend," "plan," "believe," "potential," "may," "should" and similar expressions may identify forward-looking information. Forward-looking information in this release includes, but is not limited to, the offering of the notes and the details thereof, including the proposed use of proceeds therefrom.

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Forward-looking information in this release is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond the Company’s control, include, but are not limited to: the Company’s ability to improve profitability and execute further cost and operational improvement and efficiencies in its core businesses; the Company’s ability to improve service levels and quality in its core businesses; market volatility and commodity price fluctuations; general economic issues, including supply chain disruptions, fuel price increases, inflation, and changes in interest rates; seasonality, pricing and other competitive industry factors; investment in information technology (“IT”) and its impact on revenue and profit growth; the Company’s ability to maintain an effective IT infrastructure and safeguard confidential information, including from a cybersecurity incident; the Company’s ability to effectively develop and implement solutions for its customers; risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company’s financial results as a result of jurisdictions’ higher than expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization; labor issues, including labor shortages negotiations with organized labor and work stoppages; pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; anticipated cash needs in light of the Company’s current liquidity position; the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; the Company’s ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; costs related to dispositions and product or market exits; the Company’s ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; safety and security performance and loss experience; employee and environmental liabilities in connection with former coal operations, including black lung claims; the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; funding requirements, accounting treatment, and investment performance of the Company’s pension plans, the VEBA and other employee benefits; changes to estimated liabilities and assets in actuarial assumptions; the nature of hedging relationships and counterparty risk; access to the capital and credit markets; the Company’s ability to realize deferred tax assets; the outcome of pending and future claims, litigation, and administrative proceedings; public perception of the Company’s business, reputation and brand; changes in estimates and assumptions underlying critical accounting policies; and the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in Item 1A of the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as supplemented by the risk factors discussed under Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in related disclosures in the Company’s other public filings with the Securities and Exchange Commission. The forward-looking information included in this release is representative only as of the date of this release and The Brink's Company undertakes no obligation to update any information contained in this release, except as required by law.

Exhibit 99.2

P R E S S R E L E A S E
Contact: Investor Relations 804.289.9709			BRINK’S CORPORATE The Brink’s Company 1801 Bayberry Court Richmond, VA 23226-8100 USA

Brink's Prices $400 Million 5-Year and $400 Million 8-Year Senior Notes Offering

RICHMOND, Va., June 5, 2024 (GLOBAL NEWSWIRE) – The Brink’s Company (NYSE:BCO) (the “Company”) today announced the pricing of its offering of 5-year and 8-year senior unsecured notes in aggregate principal amounts of $400 million and $400 million, respectively. The notes will be issued at par, will mature on June 15, 2029 and June 15, 2032, respectively, and will bear an annual interest rate of 6.500% and 6.750%, respectively. The notes will be general unsecured obligations guaranteed by the Company’s existing and future U.S. subsidiaries that are guarantors under the Company’s credit facility. The offering is expected to close on June 12, 2024, subject to customary closing conditions. The offering was upsized from the previously announced offering of $400 million aggregate principal amount of 5-year senior unsecured notes, resulting in an additional series of 8-year senior unsecured notes.

The Company expects to use the net proceeds from the offering of the notes to redeem or repurchase the $400 million aggregate principal amount of its outstanding 5.500% Senior Notes due 2025 (the “2025 Senior Notes”) at or prior to maturity and to repay a portion of outstanding borrowings under its $1 billion revolving credit facility. Before applying a portion of the net proceeds to redeem or repurchase the 2025 Senior Notes as described above, the Company expects to use such portion of the net proceeds for general corporate purposes and to temporarily repay additional amounts outstanding under its revolving credit facility.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, and shall not constitute an offer, solicitation or sale of any notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

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About The Brink’s Company

The Brink’s Company (NYSE:BCO) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 52 countries serves customers in more than 100 countries.

Forward-Looking Statements

This release contains forward-looking information. Words such as "anticipate," "assume," "estimate," "expect," “target,” "project," "predict," "intend," "plan," "believe," "potential," "may," "should" and similar expressions may identify forward-looking information. Forward-looking information in this release includes, but is not limited to, the offering of the notes and the details thereof, including the proposed use of proceeds therefrom.

Forward-looking information in this release is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond the Company’s control, include, but are not limited to: the Company’s ability to improve profitability and execute further cost and operational improvements and efficiencies in its core businesses; the Company’s ability to improve service levels and quality in its core businesses; market volatility and commodity price fluctuations; general economic issues, including supply chain disruptions, fuel price increases, inflation, and changes in interest rates; seasonality, pricing and other competitive industry factors; investment in information technology (“IT”) and its impact on revenue and profit growth; the Company’s ability to maintain an effective IT infrastructure and safeguard confidential information, including from a cybersecurity incident; the Company’s ability to effectively develop and implement solutions for its customers; risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company’s financial results as a result of jurisdictions’ higher than expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization; labor issues, including labor shortages negotiations with organized labor and work stoppages; pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; anticipated cash needs in light of the Company’s current liquidity position; the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; the Company’s ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; costs related to dispositions and product or market exits; the Company’s ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; safety and security performance and loss experience; employee and environmental liabilities in connection with former coal operations, including black lung claims; the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; funding requirements, accounting treatment, and investment performance of the Company’s pension plans, the VEBA and other employee benefits; changes to estimated liabilities and assets in actuarial assumptions; the nature of hedging relationships and counterparty risk; access to the capital and credit markets; the Company’s ability to realize deferred tax assets; the outcome of pending and future claims, litigation, and administrative proceedings; public perception of the Company’s business, reputation and brand; changes in estimates and assumptions underlying critical accounting policies; and the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in Item 1A of the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as supplemented by the risk factors discussed under Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in related disclosures in the Company’s other public filings with the Securities and Exchange Commission. The forward-looking information included in this release is representative only as of the date of this release and The Brink's Company undertakes no obligation to update any information contained in this release, except as required by law.

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Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	BRINKS CO
Entity Incorporation, State or Country Code	VA
Entity File Number	001-09148
Entity Tax Identification Number	54-1317776
Entity Address, Address Line One	1801 Bayberry Court
Entity Address, Address Line Two	P. O. Box 18100
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23226
City Area Code	804
Local Phone Number	289-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	BCO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000078890
Amendment Flag	false

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